Document Text Contents
Page 1
© OneStudy Training Limited
ACCA (ENG) (F4) Corporate and Business ACCA (ENG) (F4) Corporate and Business
Law Mind MapsLaw Mind Maps
Page 2
© OneStudy Training Limited
•
Every chapter is summarised –
easy to digest for revision;
•
Ideal to test your knowledge;
•
Colour and shape to stimulate your brain;
•
Produced using MindGenius
software.
Mind Map Benefits According to MindGenius
and Tony Buzan:
•
Gives you an overview of a large subject;
•
Enables you to plan a course of action and make decisions;
•
Gathers and holds large amounts of data and information for you;
•
Enables you to be extremely efficient and effective at what you are
doing;
•
Helps with memory recall;
•
Attracts and holds your attention;
•
Lets you see the whole picture and the details at the same time.
All rights reserved.
No part of this publication may be reproduced or stored in a retrieval system in any means, without the prior permission of
OnestudyTraining.
Page 36
© OneStudy Training Limited
Page 37
© OneStudy Training Limited
Cases -
Promoters
Area Case Key Points
Definition of Promoter Twycross v Grant A promoter is a person who undertakes to form a
company with reference to a given project and to set it
going, and who takes the necessary steps to accomplish
that purpose.
A company cannot ratify a contract
made before it was incorporated
and Colonisation Co V Pauline Colliery
Syndicate 1904
N granted lease to P before P was formed, N withdrew.
P sued.
Held: P not entitled to succeed as it could not adopt nor
ratify a contract made before it (P) existed.
Promoters - Personal liability in pre-
incorporated contracts
Kelner V Baxter 1866 K who knew company did not exist, wrote to B, C and D
as agents for 'proposed' hotel company. B, C and D
accepted offer to purchase wine - on behalf of the
company. Wine delivered and drunk but company
refused to pay K.
Held: Company not liable but B, C and D held
personally liable.
Promoters – Cannot make secret
profits
Erlanger v New Sombrero Phosphate Co Promoter not entitled to keep profit. Erlanger and friends
sold a lease to a company making a substantial profit.
They claimed disclosure to the board and appealed to
keep the profit.
Held – The disclosure was not adequate as 2 directors
were abroad, one was too busy, and rest were paid
agents and “instruments of vendors”.
Promoters – no right to
remuneration or pre-incorporation
expenses
Re National Motor Mail – Coach Co Liquidator tried to claim expenses.
Held – Claim failed as company being promoted was not
in existence, therefore could not request liability.
Promoters - Personal liability in pre-
incorporated contracts - post 1972
Phonogram 1981 Contract made at time when both parties were aware
that company had not been formed. The defendant
(company promoter) relied on that fact to avoid being
personally held responsible for the contract (or for
breach of that contract).
Held: A person will be liable unless there was an
express agreement to the contrary in the contract. In
this case the promoter was claiming that there was an
implied agreement. The court rejected his claim and
held that he was personally liable.
Page 72
© OneStudy Training Limited
Page 73
© OneStudy Training Limited
© OneStudy Training Limited
ACCA (ENG) (F4) Corporate and Business ACCA (ENG) (F4) Corporate and Business
Law Mind MapsLaw Mind Maps
Page 2
© OneStudy Training Limited
•
Every chapter is summarised –
easy to digest for revision;
•
Ideal to test your knowledge;
•
Colour and shape to stimulate your brain;
•
Produced using MindGenius
software.
Mind Map Benefits According to MindGenius
and Tony Buzan:
•
Gives you an overview of a large subject;
•
Enables you to plan a course of action and make decisions;
•
Gathers and holds large amounts of data and information for you;
•
Enables you to be extremely efficient and effective at what you are
doing;
•
Helps with memory recall;
•
Attracts and holds your attention;
•
Lets you see the whole picture and the details at the same time.
All rights reserved.
No part of this publication may be reproduced or stored in a retrieval system in any means, without the prior permission of
OnestudyTraining.
Page 36
© OneStudy Training Limited
Page 37
© OneStudy Training Limited
Cases -
Promoters
Area Case Key Points
Definition of Promoter Twycross v Grant A promoter is a person who undertakes to form a
company with reference to a given project and to set it
going, and who takes the necessary steps to accomplish
that purpose.
A company cannot ratify a contract
made before it was incorporated
and Colonisation Co V Pauline Colliery
Syndicate 1904
N granted lease to P before P was formed, N withdrew.
P sued.
Held: P not entitled to succeed as it could not adopt nor
ratify a contract made before it (P) existed.
Promoters - Personal liability in pre-
incorporated contracts
Kelner V Baxter 1866 K who knew company did not exist, wrote to B, C and D
as agents for 'proposed' hotel company. B, C and D
accepted offer to purchase wine - on behalf of the
company. Wine delivered and drunk but company
refused to pay K.
Held: Company not liable but B, C and D held
personally liable.
Promoters – Cannot make secret
profits
Erlanger v New Sombrero Phosphate Co Promoter not entitled to keep profit. Erlanger and friends
sold a lease to a company making a substantial profit.
They claimed disclosure to the board and appealed to
keep the profit.
Held – The disclosure was not adequate as 2 directors
were abroad, one was too busy, and rest were paid
agents and “instruments of vendors”.
Promoters – no right to
remuneration or pre-incorporation
expenses
Re National Motor Mail – Coach Co Liquidator tried to claim expenses.
Held – Claim failed as company being promoted was not
in existence, therefore could not request liability.
Promoters - Personal liability in pre-
incorporated contracts - post 1972
Phonogram 1981 Contract made at time when both parties were aware
that company had not been formed. The defendant
(company promoter) relied on that fact to avoid being
personally held responsible for the contract (or for
breach of that contract).
Held: A person will be liable unless there was an
express agreement to the contrary in the contract. In
this case the promoter was claiming that there was an
implied agreement. The court rejected his claim and
held that he was personally liable.
Page 72
© OneStudy Training Limited
Page 73
© OneStudy Training Limited
